Realty Times August 9, 2004

Results Of MLSNI Audit Report Explosive
by Blanche Evans

While the PriceWaterhouseCoopers forensic audit didn't turn up any misappropriation by MLSNI and its CEO Jay Huffman, there's plenty of information in the auditors' report that should make MLSNI board members feel both nervous and vindicated for having called for the audit. The report, say multiple sources, which is currently being pored over by shareholder association attorneys, board members and shareholder association executives, reveals at a minimum “gross negligence,” say sources, on the part of MLSNI attorneys, board members, CEO Jay Huffman, and his wife Brenda Huffman, CEO of REBIG, the company that MLSNI invested approximately $1.4 million into.

The conflict of interests identified in the report include Mrs. Huffman being paid by MLSNI $130,000 to act as a consultant to MLSNI to develop the business plan for what was to become REBIG. She then was given 50 percent of the intellectual property rights which she parlayed into 12 percent ownership of undilutable REBIG shares, was paid an annual $315,000 annually as CEO. REBIG has never returned a profit to MLSNI, and was held auditors at bay to keep them from finding out that the company is teetering toward bankruptcy, according to sources.

In addition, the report confirmed that neither the attorneys representing MLSNI nor Mr. Huffman saw to it that MLSNI's million-dollar-plus loan to his wife's company was secured. In fact, the report confirms that attorney Robert Cichocki represented MLSNI, MLSNI's holding company Multiple Solutions, LLC, and REBIG.

”There are numerous examples of gross negligence on the part of attorneys, MLSNI management and board members,” says a source. “They all fell down on their fiduciary responsibility to association members.”

This could explain MLSNI’s president Loretta Alonzo’s bizarre interview with Realtor Magazine reporter Pat Taylor in which she appeared to attempt to close the book on the audit by telling Realtor Magazine that no misappropriations were found. While that’s true along with her statement that "all the necessary motions were on record approving the funds," it’s what she failed to mention – the gross negligence found by auditors – that has other players up in arms. They say they found the report anything but exculpatory.

The record doesn’t show, for example, the strenuous objections and nay votes made by board members to many motions regarding MLSNI and REBIG.

Says Doug Ayers, president of Coldwell Banker Residential Brokerage, “Our member Fran Brodie has asked that votes taken are recorded with the negative votes included in the minutes. She said she wanted to go on record that she voted against this, but then the minutes would come out with no negative votes recorded."

Ayers said that is one of the reasons he felt MLSNI as an entity should be examined. “That is what you look at – how an entity operates by not recording things,” he says.

When the board meets again today, with the results of several attorneys’ legal assessments of the audit report, Ayers and other brokers who incurred criticism for withdrawing some offices from MLSNI will feel vindicated, along with a few other whistleblowers, promise sources.

The big question now is will the shareholders make a clean sweep of those who failed in their fiduciary duties to association members, or sweep the results of the audit under the rug?

Says Darcy Dougherty, CEO of the Chicago Association of Realtors, "The shareholders are not at liberty to talk to the press until after the shareholder meeting and after that we will get a press release out when we have decided what actions we will take.

"There are many of us that have been trying to work together and there has been a lot of leadership moving forward. I don't know what each shareholder and their boards are thinking, but we have people working on digesting the report, we have had our board look at the report, and we are going to have a meeting to decide what actoins to take. The shareholders are moving ahead and acting responsiblity and trying to be very prudent."



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